Common use of Landlord’s Consent Required Clause in Contracts

Landlord’s Consent Required. (a) Tenant shall not assign this Lease, in whole or in part, nor sublet all or any part of the Premises, nor license concessions or lease departments therein, nor otherwise permit any other person to occupy or use any portion of the Premises (collectively, "a Transfer"), without in each instance first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. This prohibition includes any subletting or assignment to or by a receiver or trustee in any Federal or State bankruptcy, insolvency, or other similar proceedings. Consent by Landlord to any assignment, subletting, licensing or other transfer shall not constitute a waiver of the requirement for consent to any subsequent assignment, subletting, licensing or other Transfer or relieve Tenant from its duties, responsibilities and obligations under this Lease. (b) Notwithstanding any provision herein to the contrary, Tenant shall have the right, without Landlord's consent, to assign the Lease or to sublet all or any part of the Premises to an entity which controls, is controlled by, or is under common control with, Tenant or to an entity with which Tenant merges or consolidates or which acquires all or substantially all of Tenant's assets. In addition, Tenant shall have the right without the consent of Landlord to allow any affiliate of Tenant to use or occupy any portion of the Premises, provided that such use or occupancy is pursuant to a written agreement between Tenant and its applicable affiliate.

Landlord’s Consent Required. (a) Except as expressly otherwise set forth herein, Tenant shall not assign not, without Xxxxxxxx’s prior written consent, assign, sublet, mortgage, license, transfer or encumber this Lease, Lease or the Premises in whole or in partpart whether by changes in the control of Tenant (other than as the result of transfers of interests among parties holding a direct or indirect interest in Tenant), nor sublet or permit the occupancy of all or any part of the Premises, nor license concessions or lease departments therein, nor otherwise permit any other person to occupy or use any portion of the Premises by any person or entity other than Tenant’s employees (collectivelyeach of the foregoing, "a “Transfer”). Any purported Transfer made without Xxxxxxxx’s consent, if required hereunder, shall be void and confer no rights upon any third person, provided that if there is a Transfer"), Landlord may collect rent from the transferee without in each instance first obtaining waiving the written consent of Landlordprohibition against Transfers, which consent shall not be unreasonably withheld, conditioned or delayed. This prohibition includes any subletting or assignment to or by a receiver or trustee in any Federal or State bankruptcy, insolvencyaccepting the transferee, or other similar proceedingsreleasing Tenant from full performance under this Lease. Consent by Landlord to any assignment, subletting, licensing or other transfer No Transfer shall not constitute a waiver of the requirement for consent to any subsequent assignment, subletting, licensing or other Transfer or relieve Tenant from of its dutiesprimary obligation as party-Tenant hereunder, responsibilities and nor shall it reduce or increase Landlord’s obligations under this Lease. (b) Notwithstanding . In no event shall the issuance of any provision herein to the contrary, beneficial interests in Tenant shall have the right, without Landlord's consent, to assign the Lease or to sublet all or any part of the Premises to entity holding an entity which controls, is controlled by, or is under common control with, interest in Tenant or the trading of any stock in any entity directly or directly holding an interest in Tenant on a nationally-recognized stock exchange be deemed to an entity with which Tenant merges or consolidates or which acquires all or substantially all of Tenant's assets. In addition, Tenant shall have the right without the consent of Landlord to allow any affiliate of Tenant to use or occupy any portion of the Premises, provided that such use or occupancy is pursuant to result in a written agreement between Tenant and its applicable affiliateTransfer hereunder.

Landlord’s Consent Required. (a) Tenant shall not assign this LeaseLease or any interest therein, in whole or sublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in part, nor sublet any other manner transfer all or any part of the Premises, nor license concessions or lease departments therein, nor otherwise permit any other person to occupy or use any portion of the Premises Tenant’s interest under this Lease (collectively, "each and all a “Transfer"”), without in each instance first obtaining the prior written consent of Landlord, which consent (subject to the other provisions of this Article 14) shall not be unreasonably withheld, conditioned or delayed. This prohibition includes any subletting or assignment to or by If Tenant is a receiver or trustee in any Federal or State bankruptcy, insolvency, corporation or other similar proceedings. Consent by Landlord to business entity, any assignment, subletting, licensing direct or indirect transfer of more than fifty percent (50%) of the stock or other transfer ownership interest of the entity (whether in a single transaction or in the aggregate through more than one transaction), including a merger or consolidation, shall be deemed a Transfer; provided, however, that (i) if Tenant is a publicly traded corporation, the sale of Tenant’s capital stock on a nationally recognized public stock exchange shall not constitute be considered a waiver Transfer, and (ii) sales or transfers of the requirement for consent to any subsequent assignment, subletting, licensing stock or other Transfer equity interests among existing shareholders or relieve Tenant from its duties, responsibilities and obligations under this Lease. (b) other existing holders of equity interests shall not be considered a Transfer. Notwithstanding any provision herein in this Lease to the contrary, Tenant shall have the rightnot mortgage, without Landlord's consentpledge, to assign the hypothecate or otherwise encumber this Lease or to sublet all or any part of the Premises to an entity which controlsTenant’s interest under this Lease. Any assignee, subtenant, user or other transferee under any proposed Transfer is controlled byherein called a “Proposed Transferee”. Any assignee, subtenant, user or other transferee either approved by Landlord or otherwise permitted under this Lease without any requirement for Landlord’s consent is under common control with, Tenant or to an entity with which Tenant merges or consolidates or which acquires all or substantially all of Tenant's assets. In addition, Tenant shall have the right without the consent of Landlord to allow any affiliate of Tenant to use or occupy any portion of the Premises, provided that such use or occupancy is pursuant to herein called a written agreement between Tenant and its applicable affiliate“Transferee.”

Landlord’s Consent Required. (a) The Tenant shall not assign this Lease, in whole or in part, nor sublet all or any part of the Premises, nor license concessions or lease departments therein, nor otherwise permit any other person to occupy or use any portion of the Premises (collectively, a "a TransferTRANSFER"), without in each instance first obtaining the written consent of the Landlord, which consent shall will not be unreasonably withheld, conditioned withheld or delayed, provided that, among other things as reasonably required by Landlord, the net worth and financial condition of the proposed assignee or transferee is the same or better than that of the Tenant on the effective date hereof, in Landlord's sole discretion. This prohibition includes any subletting or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other change of the Tenant's corporate or proprietary structure (including, without limitation, the transfer of partnership interests, the creation of additional partnership interests or the transfer of corporate shares or beneficial interests), or an assignment or subletting to or by a receiver or trustee in any Federal federal or State state bankruptcy, insolvency, insolvency or other similar proceedings. Consent by the Landlord to any assignment, subletting, licensing or other transfer shall not (i) constitute a waiver of the requirement for such consent to any subsequent assignment, subletting, licensing or other Transfer or Transfer, (ii) relieve the Tenant from its duties, responsibilities and obligations under this the Lease. (b) Notwithstanding any provision herein to the contrary, Tenant shall have the right, without Landlord's consent, to assign the Lease or to sublet all or any part of the Premises to an entity which controls, is controlled by, or is (iii) relieve any guarantor of this Lease from such guarantor's obligations under common control with, Tenant or to an entity with which Tenant merges or consolidates or which acquires all or substantially all of Tenant's assets. In addition, Tenant shall have the right without the consent of Landlord to allow any affiliate of Tenant to use or occupy any portion of the Premises, provided that such use or occupancy is pursuant to a written agreement between Tenant and its applicable affiliateguaranty agreement.

Landlord’s Consent Required. Tenant shall not do any of the following (in each case, a "Transfer") without complying with the provisions of this Section 14: (a) Tenant shall not assign this Leaseassign, mortgage, pledge, encumber or otherwise transfer in whole or in partpart this Lease, nor sublet all the term or estate hereby granted, or any interest hereunder; (b) permit the Premises or any part thereof to be occupied or utilized by anyone other than Tenant, Tenant's Visitors, or Tenant's Representatives, (whether as concessionaire, franchisee, licensee, permitee or otherwise); or (c) sublet or offer or advertise for subletting the Premises or any part thereof. Any purported or attempted Transfer without full compliance with the provisions of this Section 14 shall be voidable by Landlord and, at Landlord's election, shall constitute an Event of Default under this Lease. If Tenant is a corporation, each of the Premisesfollowing shall be deemed a Transfer of this Lease by Tenant: any dissolution, nor license concessions or lease departments thereinmerger, nor otherwise permit any other person to occupy or use any portion of the Premises (collectively, "a Transfer"), without in each instance first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. This prohibition includes any subletting or assignment to or by a receiver or trustee in any Federal or State bankruptcy, insolvency, consolidation or other similar proceedings. Consent by Landlord to any assignment, subletting, licensing reorganization of Tenant; the sale or other transfer shall not constitute (in one transaction, or cumulatively) of a waiver controlling percentage of the requirement for consent to any subsequent assignment, subletting, licensing capital stock of Tenant; and/or the sale of fifty percent (50%) or other Transfer or relieve Tenant from its duties, responsibilities and obligations under this Lease. more (bmeasured by value) Notwithstanding any provision herein to the contrary, Tenant shall have the right, without Landlord's consent, to assign the Lease or to sublet all or any part of the Premises assets of Tenant. The phrase "controlling percentage" shall mean the ownership of and the right to an entity which controls, is controlled by, vote stock possessing fifty percent (50%) or is under common control with, Tenant or to an entity with which Tenant merges or consolidates or which acquires more of the total combined voting power of all or substantially all classes of Tenant's assetscapital stock issued, outstanding, and entitled to vote for the election of directors. In additionThe preceding two sentences of this Section shall not, however, apply to corporation, the stock of which is traded through a recognized national stock exchange or "over the counter." If Tenant is a partnership, each of the following shall be deemed a voluntary assignment of this Lease by Tenant: a transfer (in one transaction, or cumulatively) whether voluntary, involuntary, or by operation of law, of fifty percent (50%) or more of the partnership interests; or the dissolution of the partnership. If Tenant consists of more than one person, a purported or attempted assignment (whether voluntary, involuntary, or by operation of law) by one or more of the persons constituting Tenant shall have the right without the consent be deemed a Transfer of Landlord to allow any affiliate of Tenant to use or occupy any portion of the Premises, provided that such use or occupancy is pursuant to a written agreement between Tenant and its applicable affiliatethis Lease by Tenant.

Landlord’s Consent Required. Tenant shall not do any of the following (in each case, a "TRANSFER") without complying with the provisions of this Section 14: (a) Tenant shall not assign this Leaseassign, mortgage, pledge, encumber or otherwise transfer in whole or in partpart this Lease, nor sublet all the term or estate hereby granted, or any interest hereunder; (b) permit the Premises or any part thereof to be occupied or utilized by anyone other than Tenant, Tenant's Visitors, or Tenant's Representatives, (whether as concessionaire, franchisee, licensee, permittee or otherwise); or (c) sublet or offer or advertise for subletting the Premises or any part thereof. Any purported or attempted Transfer without full compliance with the provisions of this Section 14 shall be voidable by Landlord and, at Landlord's election, shall constitute an Event of Default under this Lease. If Tenant is a corporation, each of the Premisesfollowing shall be deemed a Transfer of this Lease by Tenant: any dissolution, nor license concessions or lease departments thereinmerger, nor otherwise permit any other person to occupy or use any portion of the Premises (collectively, "a Transfer"), without in each instance first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. This prohibition includes any subletting or assignment to or by a receiver or trustee in any Federal or State bankruptcy, insolvency, consolidation or other similar proceedings. Consent by Landlord to any assignment, subletting, licensing reorganization of Tenant; the sale or other transfer shall not constitute (in one transaction, or cumulatively) of a waiver controlling percentage of the requirement for consent to any subsequent assignment, subletting, licensing capital stock of Tenant; and/or the sale of fifty percent (50%) or other Transfer or relieve Tenant from its duties, responsibilities and obligations under this Lease. more (bmeasured by value) Notwithstanding any provision herein to the contrary, Tenant shall have the right, without Landlord's consent, to assign the Lease or to sublet all or any part of the Premises assets of Tenant. The phrase "controlling percentage" shall mean the ownership of and the right to an entity which controls, is controlled by, vote stock possessing fifty percent (50%) or is under common control with, Tenant or to an entity with which Tenant merges or consolidates or which acquires more of the total combined voting power of all or substantially all classes of Tenant's assetscapital stock issued, outstanding, and entitled to vote for the election of directors. In additionThe preceding two sentences of this Section shall not, however, apply to corporation, the stock of which is traded through a recognized national stock exchange or "over the counter." If Tenant is a partnership, each of the following shall be deemed a voluntary assignment of this Lease by Tenant: a transfer (in one transaction, or cumulatively) whether voluntary, involuntary, or by operation of law, of fifty percent (50%) or more of the partnership interests; or the dissolution of the partnership. If Tenant consists of more than one person, a purported or attempted assignment (whether voluntary, involuntary, or by operation of law) by one or more of the persons constituting Tenant shall have the right without the consent be deemed a Transfer of Landlord to allow any affiliate of Tenant to use or occupy any portion of the Premises, provided that such use or occupancy is pursuant to a written agreement between Tenant and its applicable affiliatethis Lease by Tenant.

Landlord’s Consent Required. (a) Tenant shall not assign this LeaseLease or any interest therein, in whole or sublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in part, nor sublet any other manner transfer all or any part of the Premises, nor license concessions or lease departments therein, nor otherwise permit any other person to occupy or use any portion of the Premises Tenant’s interest under this Lease (collectively, "each and all a “Transfer"”), without in each instance first obtaining the prior written consent of Landlord, which consent (subject to the other provisions of this Section 14) shall not be unreasonably withheld, conditioned or delayed. This prohibition includes It is acknowledged that so long as Tenant is a publicly traded business entity, any subletting direct or assignment indirect transfer of the stock of the entity (whether in a single transaction or in the aggregate through more than one transaction) shall not be deemed a Transfer. Notwithstanding the foregoing to the contrary, no consent of Landlord shall be required as a condition of Tenant’s right to assign or sublet this Lease to an affiliate of Tenant. An “affiliate of Tenant” means an entity controlling, controlled by a receiver or trustee in any Federal or State bankruptcy, insolvencyunder common control with Tenant, or other a parent or subsidiary of Tenant, or any entity that is Tenant’s successor by merger or that acquires all or substantially all the stock or assets of Tenant. The term “control” or words of similar proceedings. Consent by Landlord meaning in the preceding sentence means the power to any assignment, subletting, licensing or other transfer shall not constitute a waiver direct the management of the requirement for consent to any subsequent assignment, subletting, licensing or other Transfer or relieve Tenant from its duties, responsibilities and obligations under this Lease. (b) company. Notwithstanding any provision herein in this Lease to the contrary, Tenant shall have the rightnot mortgage, without Landlord's consentpledge, to assign the hypothecate or otherwise encumber this Lease or to sublet all or any part of the Premises to an entity which controls, is controlled by, or is Tenant’s interest under common control with, Tenant or to an entity with which Tenant merges or consolidates or which acquires all or substantially all of Tenant's assets. In addition, Tenant shall have the right without the consent of Landlord to allow any affiliate of Tenant to use or occupy any portion of the Premises, provided that such use or occupancy is pursuant to a written agreement between Tenant and its applicable affiliatethis Lease.

Landlord’s Consent Required. (a) Tenant shall not assign this LeaseLease or any interest therein, in whole or sublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in part, nor sublet any other manner transfer all or any part of the Premises, nor license concessions or lease departments therein, nor otherwise permit any other person to occupy or use any portion of the Premises Tenant’s interest under this Lease (collectively, "each and all a “Transfer"”), without in each instance first obtaining the prior written consent of Landlord, which consent (subject to the other provisions of this Section 14) shall not be unreasonably withheld. Except to the extent provided otherwise in Section 14.9 below, conditioned if Tenant is a business entity, any direct or delayed. This prohibition includes any subletting indirect transfer of more than fifty percent (50%) of the ownership interest of the entity (whether in a single transaction or assignment to in the aggregate through more than one transaction), including a merger or by consolidation, shall be deemed a receiver or trustee in any Federal or State bankruptcyTransfer; however, insolvency, or other similar proceedings. Consent by Landlord to any assignment, subletting, licensing or other transfer the initial public offering of Tenant’s stock shall not constitute be deemed a waiver of the requirement for consent to any subsequent assignment, subletting, licensing or other Transfer or relieve Tenant from its duties, responsibilities and obligations under this Lease. (b) Transfer. Notwithstanding any provision herein in this Lease to the contrary, Tenant shall have the rightnot mortgage, without Landlord's consentpledge, to assign the hypothecate or otherwise encumber this Lease or to sublet all or any part of the Premises to an entity which controlsTenant’s interest under this Lease. Any assignee, subtenant, user or other transferee under any proposed Transfer is controlled byherein called a “Proposed Transferee”. Any assignee, subtenant, user or other transferee either approved by Landlord or otherwise permitted under this Lease without any requirement for Landlord’s consent is under common control with, Tenant or to an entity with which Tenant merges or consolidates or which acquires all or substantially all of Tenant's assets. In addition, Tenant shall have the right without the consent of Landlord to allow any affiliate of Tenant to use or occupy any portion of the Premises, provided that such use or occupancy is pursuant to herein called a written agreement between Tenant and its applicable affiliate“Transferee”.

Landlord’s Consent Required. (a) Except as expressly provided in Section 13.8 below, Tenant shall not assign this LeaseLease or any interest therein, in whole or sublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in part, nor sublet any other manner transfer all or any part of the Premises, nor license concessions or lease departments therein, nor otherwise permit any other person to occupy or use any portion of the Premises Tenant's interest under this Lease (collectively, each and all a "a Transfer"), without in each instance first obtaining the prior written consent of Landlord, which consent (subject to the other provisions of this Section 13.1) shall not be unreasonably withheld, conditioned or delayed. This prohibition includes If Tenant is a business entity, any subletting direct or assignment to indirect transfer of fifty percent (50%) or by a receiver or trustee in any Federal or State bankruptcy, insolvency, or other similar proceedings. Consent by Landlord to any assignment, subletting, licensing or other transfer shall not constitute a waiver more of the requirement for consent to any subsequent assignment, subletting, licensing ownership interest of the entity (whether in a single transaction or other Transfer or relieve Tenant from its duties, responsibilities and obligations under this Lease. (bin the aggregate through more than one transaction) shall be deemed a Transfer. Notwithstanding any provision herein in this Lease to the contrary, Tenant shall have the rightnot mortgage, without Landlord's consentpledge, to assign the hypothecate or otherwise encumber this Lease or to sublet all or any part of the Premises to an entity which controls, is controlled by, or is under common control with, Tenant or to an entity with which Tenant merges or consolidates or which acquires all or substantially all of Tenant's assetsinterest under this Lease. Any attempted Transfer in violation of this Lease is null and void and constitutes an Event of Default under this Lease. In addition, no event may Tenant shall have the right without the consent of Landlord cause or permit a Transfer to allow any affiliate of Tenant to use or occupy any portion another tenant of the PremisesProject. Tenant will pay to Landlord, provided that such use as Additional Rent, all costs and expenses Landlord incurs in connection with any proposed Transfer (whether Landlord consents thereto or occupancy is pursuant to a written agreement between Tenant not), including, without limitation, reasonable attorneys' fees and its applicable affiliatecosts.

Landlord’s Consent Required. (a) Tenant shall not assign this LeaseLease or any interest therein, in whole or sublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in part, nor sublet any other manner transfer all or any part of Tenant's interest under this Lease (each and all a "TRANSFER" and the Premises, nor license concessions or lease departments therein, nor otherwise permit transferee in any other person transfer is referred to occupy or use any portion of the Premises (collectively, herein as a "a TransferTRANSFEREE"), without in each instance first obtaining the prior written consent of Landlord, which consent (subject to the other provisions of this Section 14) shall not be unreasonably withheld, conditioned or delayed. This prohibition includes any subletting or assignment to or by a receiver or trustee in any Federal or State bankruptcy, insolvency, or other similar proceedings. Consent by Landlord to any assignment, subletting, licensing or other transfer shall not constitute a waiver of the requirement for consent to any subsequent assignment, subletting, licensing or other Transfer or relieve Tenant from its duties, responsibilities and obligations under this Lease. (b) Notwithstanding any provision herein in this Lease to the contrary, Tenant shall have the rightnot mortgage, without Landlord's consentpledge, to assign the hypothecate or otherwise encumber this Lease or to sublet all or any part of Tenant's interest under this Lease. The term "Transfer" shall include any direct or indirect transfer of ownership interest of the Premises to an entity, whether in one transaction or in a series of related transactions, that results in any person or entity which controls(or group of related persons or entities) becoming the owners of fifty percent (50%) or more of the ownership interests of the entity (a "CHANGE OF CONTROL"); provided, is controlled byhowever, that none of the following shall constitute a Transfer, or be considered in determining whether or not a Change of Control has occurred: (i) any transfer of stock in a corporation that is under common control withthe Tenant if the stock of such corporation is publicly held and traded through an exchange or over the counter; (ii) if Tenant is a corporation, Tenant any public or to an entity with which Tenant merges private placements or consolidates or which acquires all or substantially all offerings of Tenant's assets. In additionstock, Tenant shall have including any initial public offering of such stock; and (iii) the right without issuance of warrants or stock options to purchase Tenant's stock, and the consent exercise of Landlord to allow purchase rights under any affiliate of Tenant to use such warrants or occupy any portion of the Premises, provided that such use or occupancy is pursuant to a written agreement between Tenant and its applicable affiliatestock options.

Landlord’s Consent Required. (a) Except as expressly otherwise set forth herein, Tenant shall not assign not, without Laxxxxxx’s prior written consent, assign, sublet, mortgage, license, transfer or encumber this Lease, Lease or the Premises in whole or in partpart whether by changes in the control of Tenant (other than as the result of transfers of interests among parties holding a direct or indirect interest in Tenant), nor sublet or permit the occupancy of all or any part of the Premises, nor license concessions or lease departments therein, nor otherwise permit any other person to occupy or use any portion of the Premises by any person or entity other than Tenant’s employees (collectivelyeach of the foregoing, "a “Transfer”). Any purported Transfer made without Laxxxxxx’s consent, if required hereunder, shall be void and confer no rights upon any third person, provided that if there is a Transfer"), Landlord may collect rent from the transferee without in each instance first obtaining waiving the written consent of Landlordprohibition against Transfers, which consent shall not be unreasonably withheld, conditioned or delayed. This prohibition includes any subletting or assignment to or by a receiver or trustee in any Federal or State bankruptcy, insolvencyaccepting the transferee, or other similar proceedingsreleasing Tenant from full performance under this Lease. Consent by Landlord to any assignment, subletting, licensing or other transfer No Transfer shall not constitute a waiver of the requirement for consent to any subsequent assignment, subletting, licensing or other Transfer or relieve Tenant from of its dutiesprimary obligation as party-Tenant hereunder, responsibilities and nor shall it reduce or increase Landlord’s obligations under this Lease. (b) Notwithstanding . In no event shall the issuance of any provision herein to the contrary, beneficial interests in Tenant shall have the right, without Landlord's consent, to assign the Lease or to sublet all or any part of the Premises to entity holding an entity which controls, is controlled by, or is under common control with, interest in Tenant or the trading of any stock in any entity directly or directly holding an interest in Tenant on a nationally-recognized stock exchange be deemed to an entity with which Tenant merges or consolidates or which acquires all or substantially all of Tenant's assets. In addition, Tenant shall have the right without the consent of Landlord to allow any affiliate of Tenant to use or occupy any portion of the Premises, provided that such use or occupancy is pursuant to result in a written agreement between Tenant and its applicable affiliateTransfer hereunder.

Landlord’s Consent Required. (a) Tenant shall not assign sell, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease, in whole or in part, nor sublet all Lease or any part of interest herein, and shall not sublet the Premises, nor license concessions Premises or lease departments therein, nor otherwise permit any other person to occupy or use any portion of the Premises (collectively, "a Transfer")thereof, without the prior written consent of Landlord in each instance first obtaining the written consent of Landlord, which and any attempt to do so without such consent shall not be unreasonably withheld, conditioned or delayed. This prohibition includes any subletting or assignment to or by a receiver or trustee in any Federal or State bankruptcy, insolvency, or other similar proceedings. Consent by Landlord to any assignment, subletting, licensing or other transfer shall not constitute a waiver voidable at Landlord's election (all of the requirement for consent foregoing are hereafter sometimes referred to collectively as "Transfers" and any subsequent assignment, subletting, licensing person to whom any Transfer is made or other Transfer or relieve Tenant from its duties, responsibilities and obligations under this Lease. (b) sought to be made is hereinafter sometimes referred to as a "Transferee"). Notwithstanding any provision herein of this Section 11 to the contrary, Tenant shall have the right, without Landlord's consent, right to assign the Lease or at any time without Landlord's consent to sublet all any Affiliate (as defined below) or any part entity which owns or is owned by an Affiliate; (b) any entity acquiring substantially all of the Premises to an assets of Tenant; or (c) another entity in connection with the merger of Tenant with such entity (each a "Permitted Transfer"). For purposes of the Lease, "Affiliate" shall mean any entity which controls, is controlled byby (directly or indirectly) Tenant, or which controls (directly or indirectly) Tenant, or which is under common control with, Tenant or to an entity with which Tenant merges or consolidates or which acquires all or substantially all of Tenant's assets. In addition, Tenant shall have notify Landlord of any Permitted Transfer not less than twenty (20) business days prior to the right without the consent of effective date thereof. The parties hereby agree that it shall be reasonable for Landlord to allow withhold consent to any affiliate of Tenant to use proposed Transfer where one or occupy any portion more of the Premisesfollowing apply, provided that such use or occupancy is pursuant without limitation as to a written agreement between Tenant and its applicable affiliate.other reasonable grounds for withholding consent:

Landlord’s Consent Required. (a) Except as expressly provided in Section 13.8 below, Tenant shall not assign this LeaseLease or any interest therein, in whole or sublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in part, nor sublet any other manner transfer all or any part of the Premises, nor license concessions or lease departments therein, nor otherwise permit any other person to occupy or use any portion of the Premises Tenant’s interest under this Lease (collectively, "each and all a “Transfer"”), without in each instance first obtaining the prior written consent of Landlord, which consent (subject to the other provisions of this Section 13.1) shall not be unreasonably withheld, conditioned or delayed. This prohibition includes If Tenant is a business entity, any subletting direct or assignment to indirect transfer of fifty percent (50%) or by a receiver or trustee in any Federal or State bankruptcy, insolvency, or other similar proceedings. Consent by Landlord to any assignment, subletting, licensing or other transfer shall not constitute a waiver more of the requirement for consent to any subsequent assignment, subletting, licensing ownership interest of the entity (whether in a single transaction or other Transfer or relieve Tenant from its duties, responsibilities and obligations under this Lease. (bin the aggregate through more than one transaction) shall be deemed a Transfer. Notwithstanding any provision herein in this Lease to the contrary, Tenant shall have the rightnot mortgage, without Landlord's consentpledge, to assign the hypothecate or otherwise encumber this Lease or to sublet all or any part of the Premises to Tenant’s interest under this Lease. Any attempted Transfer in violation of this Lease is null and void and constitutes an entity which controls, is controlled by, or is Event of Default under common control with, Tenant or to an entity with which Tenant merges or consolidates or which acquires all or substantially all of Tenant's assetsthis Lease. In addition, no event may Tenant shall have the right without the consent of Landlord cause or permit a Transfer to allow any affiliate of Tenant to use or occupy any portion another tenant of the PremisesProject. Tenant will pay to Landlord, provided that such use as Additional Rent, all costs and expenses Landlord incurs in connection with any proposed Transfer (whether Landlord consents thereto or occupancy is pursuant to a written agreement between Tenant not), including, without limitation, reasonable attorneys’ fees and its applicable affiliatecosts.

Landlord’s Consent Required. (a) Tenant shall not assign this LeaseLease or any interest therein, in whole or sublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in part, nor sublet any other manner transfer all or any part of Tenant's interest under this Lease (each and all a "TRANSFER" and the Premises, nor license concessions or lease departments therein, nor otherwise permit transferee in any other person transfer is referred to occupy or use any portion of the Premises (collectively, herein as a "a TransferTRANSFEREE"), without in each instance first obtaining the prior written consent of Landlord, which consent (subject to the other provisions of this Section 14) shall not be unreasonably withheld, conditioned or delayed. This prohibition includes any subletting or assignment to or by a receiver or trustee in any Federal or State bankruptcy, insolvency, or other similar proceedings. Consent by Landlord to any assignment, subletting, licensing or other transfer shall not constitute a waiver of the requirement for consent to any subsequent assignment, subletting, licensing or other Transfer or relieve Tenant from its duties, responsibilities and obligations under this Lease. (b) Notwithstanding any provision herein in this Lease to the contrary, Tenant shall have the rightnot mortgage, without Landlord's consentpledge, to assign the hypothecate or otherwise encumber this Lease or to sublet all or any part of Tenant's interest under this Lease. The term "Transfer" shall include any direct or indirect transfer of ownership interest of the Premises to an entity, whether in one transaction or in a series of related transactions, that results in any person or entity which controls(or group of related persons or entities) becoming the owners of fifty percent (50%) or more of the ownership interests of the entity (a "CHANGE OF CONTROL"); provided, is controlled byhowever, that none of the following shall constitute a Transfer, or is under common control with, Tenant be considered in determining whether or to an entity with which Tenant merges or consolidates or which acquires all or substantially all not a Change of Control has occurred: (i) any transfer of the publicly held portion of Tenant's assets. In additionstock, if Tenant shall have is a corporation and the right without stock of such corporation is publicly held and traded through an exchange or over the consent counter; (ii) if Tenant is a corporation, any public or private placements or offerings of Landlord Tenant's stock; and (iii) the issuance of warrants or stock options to allow purchase Tenant's stock, and the exercise of purchase rights under any affiliate of Tenant to use such warrants or occupy any portion of the Premises, provided that such use or occupancy is pursuant to a written agreement between Tenant and its applicable affiliatestock options.

Landlord’s Consent Required. (a) Except as set forth in this Article, Tenant shall not directly or indirectly assign this Lease, or sublet or license the Premises or any portion thereof, or advertise the Premises for assignment or subletting, or permit the occupancy of all or any portion of the Premises or the use of any portion of the Initial Tenant Work by any person other than Tenant, including transfer by mortgage, pledge or other encumbrance (whether of all or any portion of Tenant’s interest under this Lease, or any ownership interest (direct or indirect) in Tenant, or any portion of the Initial Tenant Work or any equipment, machinery, trade fixture or other property paid for in whole or in part by any portion of Landlord’s Allowance) each of the foregoing actions are collectively referred to as a “Transfer”), nor advertise the availability of or market the Premises for a Transfer in whole or in part, nor sublet all or any part of without obtaining, on each occasion, the Premises, nor license concessions or lease departments therein, nor otherwise permit any other person to occupy or use any portion of the Premises (collectively, "a Transfer"), without in each instance first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, provided that Tenant complies with the provisions of this Article. This prohibition includes any subletting or assignment to or by a receiver or trustee in any Federal or State bankruptcyAn assignee, insolvencysubtenant, licensee, or other similar proceedingsoccupant is referred to herein as a “Transferee”. Consent by It shall be reasonable for Landlord to any assignment, subletting, licensing or other transfer shall not constitute a waiver of the requirement for withhold consent to any subsequent assignmenta proposed Transfer (other than a Related Party Transfer) if, sublettingby way of illustration and not in limitation, licensing the proposed Transferee does not have a net worth equal to or other Transfer in excess of seventy-five percent (75%) of that of Tenant at the Date of Lease, or relieve Tenant from its duties, responsibilities and obligations under this Lease. (b) Notwithstanding any provision herein if the use proposed to the contrary, Tenant shall have the right, without Landlord's consent, to assign the Lease or to sublet all or any part be made of the Premises to an entity which controls, (or the applicable portion thereof) by the proposed Transferee is controlled by, or is under common control with, Tenant or to an entity with which Tenant merges or consolidates or which acquires all or substantially all not a Permitted Use hereunder. A “Transfer” shall include any transfer of Tenant's assets. In addition’s interest in this Lease by operation of law, the transfer or sale of a controlling interest in Tenant shall have (whether direct or indirect, and whether in one transaction or in a series of related transactions), any “Related Party Transfer” (as defined below), and the right without the consent grant of Landlord permission or license by Tenant to allow any affiliate of Tenant other person or entity to use or occupy any portion of the Premises for any period of time or for any purpose whatsoever. Any Transfer shall be subject to this Lease, all of the provisions of which shall be conditions to such Transfer and be binding on any Transferee. No Transferee shall have any right further to Transfer its interest in the Premises, provided that such use or occupancy is pursuant and nothing herein shall impose any obligation on Landlord with respect to a written agreement between Tenant and its applicable affiliatefurther Transfer.

Landlord’s Consent Required. (a) Tenant shall not assign this LeaseLease or any interest therein, in whole or sublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in part, nor sublet any other manner transfer all or any part of the Premises, nor license concessions or lease departments therein, nor otherwise permit any other person to occupy or use any portion of the Premises Tenant’s interest under this Lease (collectively, "each and all a “Transfer"“), without in each instance first obtaining the prior written consent of Landlord, which consent (subject to the other provisions of this Section 14) shall not be unreasonably withheld. If Tenant is a business entity, conditioned any direct or delayed. This prohibition includes any subletting indirect transfer of fifty percent (50%) or assignment to or by a receiver or trustee in any Federal or State bankruptcy, insolvency, or other similar proceedings. Consent by Landlord to any assignment, subletting, licensing or other transfer shall not constitute a waiver more of the requirement ownership interest of the entity (whether in a single transaction or in the aggregate through more than one transaction), including a merger or consolidation, shall be deemed a Transfer. Notwithstanding the foregoing, if Tenant is a corporation, so long as Tenant is publicly traded on a major over-the-counter stock exchange, the ordinary transfer of shares over the counter shall be deemed not to be a transfer for consent to any subsequent assignment, subletting, licensing or other Transfer or relieve Tenant from its duties, responsibilities and obligations under purposes of this Lease. (b) Section 14. Notwithstanding any provision herein in this Lease to the contrary, Tenant shall have the rightnot mortgage, without Landlord's consentpledge, to assign the hypothecate or otherwise encumber this Lease or to sublet all or any part of the Premises to an entity which controlsTenant’s interest under this Lease. Any assignee, subtenant, user or other transferee under any proposed Transfer is controlled byherein called a “Proposed Transferee“. Any assignee, subtenant, user or other transferee is under common control with, Tenant or to an entity with which Tenant merges or consolidates or which acquires all or substantially all of Tenant's assets. In addition, Tenant shall have the right without the consent of Landlord to allow any affiliate of Tenant to use or occupy any portion of the Premises, provided that such use or occupancy is pursuant to herein called a written agreement between Tenant and its applicable affiliate“Transferee“.

Landlord’s Consent Required. (a) Tenant shall not assign this LeaseLease or any interest therein, in whole or sublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in part, nor sublet any other manner transfer all or any part of the Premises, nor license concessions or lease departments therein, nor otherwise permit any other person to occupy or use any portion of the Premises Tenant’s interest under this Lease (collectively, "each and all a “Transfer"”), without in each instance first obtaining the prior written consent of Landlord, which consent (subject to the other provisions of this Section 14, including, without limitation, Section 14.9 below)) shall not be unreasonably withheld, conditioned or delayed. This prohibition includes If Tenant is a business entity, any subletting direct or assignment to indirect transfer of fifty percent (50%) or by a receiver or trustee in any Federal or State bankruptcy, insolvency, or other similar proceedings. Consent by Landlord to any assignment, subletting, licensing or other transfer shall not constitute a waiver more of the requirement for consent to any subsequent assignmentownership interest of the entity (whether in a single transaction or in the aggregate through more than one transaction), sublettingincluding a merger or consolidation, licensing or other Transfer or relieve Tenant from its duties, responsibilities and obligations under this Lease. (b) shall be deemed a Transfer. Notwithstanding any provision herein in this Lease to the contrary, Tenant shall have the rightnot mortgage, without Landlord's consentpledge, to assign the hypothecate or otherwise encumber this Lease or to sublet all or any part of the Premises to an entity which controlsTenant’s interest under this Lease. Any assignee, subtenant, user or other transferee under any proposed Transfer is controlled byherein called a “Proposed Transferee”. Any assignee, subtenant, user or other transferee is under common control with, Tenant or to an entity with which Tenant merges or consolidates or which acquires all or substantially all of Tenant's assets. In addition, Tenant shall have the right without the consent of Landlord to allow any affiliate of Tenant to use or occupy any portion of the Premises, provided that such use or occupancy is pursuant to herein called a written agreement between Tenant and its applicable affiliate“Transferee”.

Landlord’s Consent Required. (a) Tenant shall not assign assign, transfer, mortgage, pledge, hypothecate or encumber this LeaseLease or any interest herein, in whole whether voluntarily or in part, nor by operation of law and shall not sublet all the Premises or any part of thereof, or permit the Premises, nor license concessions use or lease departments therein, nor otherwise permit any other person to occupy or use any portion occupancy of the Premises by any party other than Tenant (collectivelyany such assignment, encumbrance, sublease or the like shall sometimes be referred to as a "a Transfer"), without in each instance first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. This prohibition includes any subletting or assignment to or by a receiver or trustee in any Federal or State bankruptcy, insolvency, or other similar proceedings. Consent by Landlord to any assignment, subletting, licensing or other transfer Any Transfer without Landlord's consent shall not constitute a waiver of the requirement for consent to any subsequent assignment, subletting, licensing or other Transfer or relieve default by Tenant from its duties, responsibilities and obligations under this Lease. (b) Notwithstanding any provision herein , and in addition to the contrary, Tenant shall have the right, without all of Landlord's consentother remedies at law, in equity or under this Lease, such Transfer shall be voidable at Landlord's election. For purposes of this Section 14, if Tenant is a corporation, partnership or other entity, any transfer, assignment, encumbrance or hypothecation of twenty-five percent (25%) or more (individually or in the aggregate) of any stock or other ownership interest in such entity, and/or any transfer, assignment, hypothecation or encumbrance of any controlling ownership or voting interest in such entity, shall be deemed an assignment of this Lease and shall be subject to assign the Lease or to sublet all or any part of the Premises restrictions and provisions contained in this Section 14. Notwithstanding the foregoing, the immediately preceding sentence shall not apply to an entity which controls, is controlled by, or is under common control with, Tenant or to an entity with which Tenant merges or consolidates or which acquires all or substantially all any transfers of Tenant's assets. In addition, Tenant shall have the right without the consent of Landlord to allow any affiliate stock of Tenant to use if Tenant is a publicly-held corporation and such stock is transferred publicly over a recognized security exchange or occupy any portion of the Premises, provided that such use or occupancy is pursuant to a written agreement between Tenant and its applicable affiliateover-the-counter market.

Landlord’s Consent Required. (a) Tenant shall not assign this LeaseLease or any interest therein, in whole or sublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in part, nor sublet any other manner transfer all or any part of Tenant's interest under this Lease (each and all a "Transfer" and the Premises, nor license concessions or lease departments therein, nor otherwise permit transferee in any other person transfer is referred to occupy or use any portion of the Premises (collectively, herein as a "a TransferTransferee"), without in each instance first obtaining the prior written consent of Landlord, which consent (subject to the other provisions of this Section 14) shall not be unreasonably withheld, conditioned or delayed. This prohibition includes any subletting or assignment to or by a receiver or trustee in any Federal or State bankruptcy, insolvency, or other similar proceedings. Consent by Landlord to any assignment, subletting, licensing or other transfer shall not constitute a waiver of the requirement for consent to any subsequent assignment, subletting, licensing or other Transfer or relieve Tenant from its duties, responsibilities and obligations under this Lease. (b) Notwithstanding any provision herein in this Lease to the contrary, Tenant shall have the rightnot mortgage, without Landlord's consentpledge, to assign the hypothecate or otherwise encumber this Lease or to sublet all or any part of Tenant's interest under this Lease. The term "Transfer" shall include any direct or indirect transfer of ownership interest of the Premises to an entity, whether in one transaction or in a series of related transactions, that results in any person or entity which controls(or group of related persons or entities) becoming the owners of fifty percent (50%) or more of the ownership interests of the entity (a "Change of Control"); provided, is controlled byhowever, that none of the following shall constitute a Transfer, or be considered in determining whether or not a Change of Control has occurred: (i) any transfer of stock in a corporation that is under common control withthe Tenant if the stock of such corporation is publicly held and traded through an exchange or over the counter; (ii) if Tenant is a corporation, Tenant any public or to an entity with which Tenant merges private placements or consolidates or which acquires all or substantially all offerings of Tenant's assets. In additionstock, Tenant shall have including any initial public offering of such stock; and (iii) the right without issuance of warrants or stock options to purchase Tenant's stock, and the consent exercise of Landlord to allow purchase rights under any affiliate of Tenant to use such warrants or occupy any portion of the Premises, provided that such use or occupancy is pursuant to a written agreement between Tenant and its applicable affiliatestock options.

Landlord’s Consent Required. (a) Tenant shall not assign this LeaseLease or any interest therein, in whole or sublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in part, nor sublet any other manner transfer all or any part of the Premises, nor license concessions or lease departments therein, nor otherwise permit any other person to occupy or use any portion of the Premises Tenant’s interest under this Lease (collectively, "each and all a “Transfer"”), without in each instance first obtaining the prior written consent of Landlord, which consent (subject to the other provisions of this Section 14) shall not be unreasonably withheld. Subject to the terms of Section 14.9 below, conditioned if Tenant is a business entity, any direct or delayed. This prohibition includes any subletting indirect transfer of fifty percent (50%) or assignment to or by a receiver or trustee in any Federal or State bankruptcy, insolvency, or other similar proceedings. Consent by Landlord to any assignment, subletting, licensing or other transfer shall not constitute a waiver more of the requirement for consent to any subsequent assignmentownership interest of the entity (whether in a single transaction or in the aggregate through more than one transaction), sublettingincluding a merger or consolidation, licensing or other Transfer or relieve Tenant from its duties, responsibilities and obligations under this Lease. (b) shall be deemed a Transfer. Notwithstanding any provision herein in this Lease to the contrary, Tenant shall have the rightnot mortgage, without Landlord's consentpledge, to assign the hypothecate or otherwise encumber this Lease or to sublet all or any part of the Premises to an entity which controlsTenant’s interest under this Lease. Any assignee, subtenant, user or other transferee under any proposed Transfer is controlled byherein called a “Proposed Transferee”. Any assignee, subtenant, user or other transferee is under common control with, Tenant or to an entity with which Tenant merges or consolidates or which acquires all or substantially all of Tenant's assets. In addition, Tenant shall have the right without the consent of Landlord to allow any affiliate of Tenant to use or occupy any portion of the Premises, provided that such use or occupancy is pursuant to herein called a written agreement between Tenant and its applicable affiliate“Transferee”.